Business Law Project

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BULE 303
BUSINESS PROJECT (REQUIRED)
100 POINTS
Instructions:
This Business Project must be your own work. You may rely on course material only.
Do not consult the Internet to complete this project, except for part II and only for
the specific websites designated in part II. DO NOT CUT AND PASTE OR QUOTE
FROM ANY SOURCE. You must paraphrase in your own words. Collaboration is
not permitted. Use complete sentences. If you took this class before, resubmitting any
part of your previous project is self-plagiarism and a violation of the Honor Code.
Your Business Project must be single-spaced in Times New Roman 12-point font. With
your name, course and section, the name of your business, business form, and number of
employees in the upper left corner. Please follow the format guide attached. Your
Project must be no more than 800 words, but should be at least 500 words.
(Do not count the words that already in the format so the format has 190 words the least
would be in total 690 words and the highest would be 990 words )
Just follow the format and instructions don’t try to make it as an essay must follow all
instructions and requirements. Check all files.
Words over the word limit will not be graded; be concise in your writing.
I. Business Form (30 points). (Chapter 14 – Business Organizations.ppt)
(Chapter 15 Directors & Officers.ppt ) ***check
(Chapter 15 (Shareholders).ppt)
A.
Think of a business you would like to start. Assume you will rent space
for your business in a strip mall or 3-story office building in Fairfax County, Virginia.
Explain the type of business you would like to start (e.g., hookah bar, yoga studio, IT
consulting, financial advisor, etc.). Pick a name for your business consistent with your
business form.
Review the chapter 14-15 material and decide what type of business form you would like
for your start-up business (general partnership, LLC, corporation, etc.). Assume you will
be an owner and an employee of your business. Explain the following:
1. What business form you have selected and why.
2. What level of liability exposure does your business form create?
3. Explain the legal name for you as the owner based on your business
form (Partner, Member, Shareholder, etc.).
4. As an employee, what will your role be (President, CEO, Vice
President, Manager, etc.)?
1
5. How many employees will you have and what will your employees
do?
6. Explain one Federal statute that we covered in class that your
business must follow and why?
II. Administrative Agency 10 points
(Administrative
Agencies.ppt)
**check
A.
III.
Visit
https://www.virginia.gov/agencies/#paging:currentPage=0|paging:number
=10 and find a Virginia agency that would regulate your business. Explain
the purpose of the agency and name two things you learned from the
website that would impact your business (in your own words). Provide the
website address. (100 words)
Contracts: 30 points.
(Contracts formation .ppt)
(Contract Breach .ppt)
**Check
A. Draft one contract clause that relates to a specific area of your business and
is essential for your business to operate. (Hint: Think of what type of contracts
a business like yours might have and then draft it in your own words). Make
sure your contract has all the necessary components for binding contracts.
Explain:
(1) who is meant to sign this contract;
(2) what the importance of this contract is, and;
(3) what legal protections it gives your business.
Use your own words. Do not copy or paste from any source.
IV.
Discrimination: 20 points. (Discrimination.ppt). ** check
A. Draft 2 guidelines for your Human Resource department to follow and explain
how these guidelines prevent discrimination for protected classes. One
guideline should address a policy for hiring, another for firing an employee.
2
V.
Ethics 10 points. (Ethics .ppt)
Check**
A. Your business has expanded overseas to the country of Belai. During a visit
to your overseas location you find out for the first time that children, ages 10
and under, are working for you. You know child labor is against the law in the
United States, but it is completely legal in Belai where your business is
operating. Replacing the children with adults, would cost twice as much.
What ethical issues does this raise for you and how will your business go
about solving them?
Grading Rubric for Business Project
Criteria
I. Business
Form:
Unacceptable
Not all parts of
prompt are
addressed.
Majority of
content is not
paraphrased,
missing,
incomplete
and/or
inaccurate
(100 points)
Acceptable
Most parts of
prompt are
addressed. Most
content is
paraphrased and
mostly accurate
and shows a
basic
understanding
of law
Points: 30
0-20
II.
Administrative
Agency:
Points: 10
Good
All parts of
prompt are
addressed
fully. Content
is in student’s
own words,
accurate,
thorough and
shows
appropriate
understanding
of law
Excellent
All parts of
prompt are
addressed fully.
Content is in
student’s own
words,
accurate,
thorough and
shows rich
understanding
of law
21-23
24-26
27-30
Not all parts of
prompt are
addressed.
Majority of
content is not
paraphrased,
missing,
incomplete
and/or
inaccurate
Most parts of
prompt are
addressed. Most
content is
paraphrased and
mostly accurate
and shows a
basic
understanding
of material
All parts of
prompt are
addressed fully.
Content is in
student’s own
words,
accurate,
thorough and
shows rich
understanding
of material
0-6
7
All parts of
prompt are
addressed
fully. Content
is in student’s
own words,
accurate,
thorough and
shows
appropriate
understanding
of material
8
3
9-10
III. Contracts
Not all parts of
prompt are
addressed.
Majority of
content is not
paraphrased,
missing,
incomplete
and/or
inaccurate
Most parts of
prompt are
addressed. Most
content is
paraphrased and
mostly accurate
and shows a
basic
understanding
of law
All parts of
prompt are
addressed
fully. Content
is in student’s
own words,
accurate,
thorough and
shows
appropriate
understanding
of law
All parts of
prompt are
addressed fully.
Content is in
student’s own
words,
accurate,
thorough and
shows rich
understanding
of law
Points: 30
0-20
21-23
24-26
27-30
Criteria
IV.
Discrimination
Unacceptable
Not all parts of
prompt are
addressed.
Majority of
content is not
paraphrased,
missing,
incomplete
and/or
inaccurate
Acceptable
Most parts of
prompt are
addressed. Most
content is
paraphrased and
mostly accurate
and shows a
basic
understanding
of law
Excellent
All parts of
prompt are
addressed fully.
Content is in
student’s own
words,
accurate,
thorough and
shows rich
understanding
of law
Points: 20
0-13
14-15
Good
All parts of
prompt are
addressed
fully. Content
is in student’s
own words,
accurate,
thorough and
shows
appropriate
understanding
of law
16-17
V. Ethics:
Not all parts of
prompt are
addressed.
Majority of
content is not
paraphrased,
missing,
incomplete
and/or
inaccurate
Most parts of
prompt are
addressed. Most
content is
paraphrased and
mostly accurate
and shows a
basic
understanding
of law
All parts of
prompt are
addressed fully.
Content is in
student’s own
words,
accurate,
thorough and
shows rich
understanding
of law
Points: 10
0-13
14-15
All parts of
prompt are
addressed
fully. Content
is in student’s
own words,
accurate,
thorough and
shows
appropriate
understanding
of law
16-17
4
18-20
18-20
TOTAL
•
•
•
•
•
•
0-69
70-79
80-89
90-100
Lack of neatness, legibility, grammar/spelling and complete sentences will result
in a deduction of up to 20 points.
Failure to follow instructions and format will result in a deduction of up to 15
points.
Failure to submit in-person or to SafeAssign will result in consequences as
described in the Business Project Instructions.
Using resources outside the textbook, lecture/slides and course material will result
in deduction of 30 points or more and an Honor Code violation (except for in
Section II where specific website use is permitted).
Collaboration, plagiarism, and cheating issues will result in significantly greater
deductions, up to and including a grade of 0, and an Honor Code violation.
This is merely a guideline, grading may vary depending on content.
5
Entrepreneur
• Entrepreneur is by definition one who initiates and
assumes the financial risk of a new enterprise and
undertakes to provide or control its management.
• Entrepreneur needs to consider a number of factors in
deciding what type of business to open: (1) ease of
creation; (2) the liability of the owners; (3) tax
considerations; and (4) need for capital.
• Traditionally entrepreneurs have used three major forms
to structure their business enterprises: sole
proprietorships, the partnership, and the corporation.
1
Sole Proprietorships
• The simplest form of business; used by
anyone who does business without
creating an organization.
• The owner is the business.
• The owner pays personal income taxes on
all profits and is personally liable for all
business debts.
2
General Partnerships
• Created by express or implied agreement of the parties.
Partners have right to:
– Share profits and losses.
– Joint ownership of the business.
– Equal right to management.
• Entity vs. Aggregate Theory:
– At common law, a partnership was treated only as an
aggregate of individuals and never as a separate legal
entity.
– In modern times, the law treats a partnership as an
independent entity, but for at least one purpose—federal
income taxes—a partnership is regarded as an aggregate of
individual partners.
3
General Partnerships
• Income is “passed through” the partnership to the
individual partners, who pay personal taxes on the
income.
• Partnership Formation:
– Partners may agree to any terms, as long as they are not illegal or
contrary to public policy.
– As mentioned earlier, agreements to form partnership can be oral,
written, or implied by conduct. However, some partnerships,
however, must be in writing. A written partnership agreement is
called articles of partnership.
– Partnership for a Term
– Partnership at will
4
General Partnerships
• Partner’s Duration.
– Dissolution without consent of all partners before the end
of the term is a breach of the agreement.
– If there is no fixed term, a partnership is at will, and any
partner can dissolve the firm any time.
• Partnership by Estoppel
– A person who represents himself or herself to be a partner
in an actual or alleged partnership is liable to any third
person who acts in good faith reliance
• Partnership Termination.
– Dissolution (see above => depends of duration of
partnership)
– Winding Up of assets.
5
General Partnerships
• Rights of Partners
– Management
– Interest in Partnership
– Compensation
– Inspection of Books
– Accounting
– Property Rights
6
General Partnerships
• Duties and Liabilities of Partners
– Fiduciary Duties
• Duty of Loyalty
• Duty of Care
Case 14.2: Meinhard v. Salmon, 1928
– How did Salmon violate his duty of loyalty to Meinhard?
– Authority of Partners
– Joint & Several Liability
• Partners have joint and several liability for
partnership debts.
7
General Partnerships
• Partner’s Dissociation
– When a partner ceases to be associated in the carrying on
of the partnership business
– Events Causing Dissociation
– Wrongful Dissociation
• This can occur if dissociation is in breach of a partnership
agreement
– Effects of Dissociation
• Rights and duties
• Liability to Third parties
– Partnership bound for two years by acts of outgoing
partner, unless proper notice given.
8
General Partnerships
• Partnership Termination
• Dissolution
– A partnership may be dissolved by the partners’ agreement or
dissociation of a partner. The firm may continue in business if the
partners, including the withdrawing partner, agree.
– A partnership for a definite term or undertaking, or some other certain
event, is dissolved when the term expires, the undertaking is
accomplished, or the event occurs.
– A court can dissolve a partnership for impracticality.
• Winding Up
– After dissolution and notice, partners complete transactions begun and
not finished (but they can create no new obligations). Partnership assets
are collected, debts are paid, the values of partners’ interests in the
partnership are accounted for, and profits and losses distributed.
9
Limited Liability Partnerships
• Major advantage of an LLP: pass-through tax
entity and limits personal liability of partners
for the malpractice of other partners.
• LLP’s are created by state statute.
10
Limited Partnerships
• Limited partnerships:
– Must be formed in compliance with statutory
requirements.
– A limited partnership consists of one or more
general partners, who have unlimited liability for
partnership losses, and one or more limited
partners, who are liable only to the extent of their
contributions.
– Only general partners can participate in
management.
11
Limited Partnerships
– An LP is dissolved in much the same way as
a general partnership.
– Retirement, withdrawal, death, bankruptcy or
mental incompetence of a general partner will
trigger dissolution.
– On dissolution, creditors are paid first then
partners.
12
Limited Partnerships
• Dissociation & Dissolution:
The death, retirement, or mental incompetence of a
general partner does NOT dissolve the partnership,
if the other partners continue business.
A general partner’s bankruptcy or withdrawal may
dissolve the business. In the case of a limited
partner, none of these occurrences will dissolve the
firm. A limited partnership can be dissolved by court
decree. Priorities on dissolution—creditors, then
partners.
13
Limited Liability Companies
• The limited liability company (LLC) is a
hybrid form of business organization
that offers the limited liability feature
for the corporation but the tax benefits
of partnerships.
• Unlike limited partners, LLC members
participate in management via the
operating agreement.
14
Limited Liability Companies
• Formation of an LLC.
– LLC’s are formed under state law by filing Articles
of Organization.
– Name must include “Limited Liability Company” or
initials “LLC”.
– The owners are called “members” (not
shareholders) and their ownership is called an
“interest” (not shares).
– Members of an LLC enjoy limited liability.
– LLC’s are increasingly becoming the entity of
choice for businesses.
15
Limited Liability Companies
Jurisdictional Requirements (LLC’s vs. Corporations):
– Under Federal jurisdiction statute, a corporation is
deemed to be a citizen of the state where it is
incorporated and maintains its principal place of
business.
– LLC’s and other incorporated associations, are
regarded as citizens of every state in which their
members are citizens.
– The state citizenship of an LLC may come into play
when a party sues the LLC based on diversity of
citizenship (Remember from Chapter 3)
16
Advantages & Disadvantages of LLC’s
Advantages
• Limited Liability
– The liability of members is limited to the amount of
their investments.
• Taxation
– An LLC that has two or more members can choose to
be taxed either as a partnership or as a corporation.
Disadvantages
• LLC statutes are not uniform, therefore businesses that
operate in more than one state may not receive
consistent treatment in these states.
17
LLC Operating Agreement
• LLC Operating Agreement.
– Contain provisions for:
•
•
•
•
•
Management.
Voting.
Transfer of membership interests.
New or Deceased members.
Member-Managed, or Manager-Managed.
– The LLC’s operating agreement may also specify
procedures for making decisions. If it does not, choosing
and removing managers is done by majority vote
– If the agreement does not cover a point in dispute, the
governing LLC statute applies.
18
Management of an LLC
• Two Options:
– Member managed (equal rights).
– Manager-managed (typical “President”).
• Unless operating agreement says otherwise, membermanagement is presumed.
• Manager-managed LLC’s owe fiduciary duties to the LLC
members, including the duty of loyalty and the duty of care.
• Members of an LLC can designate voting powers and rights in
operating agreement. Members also set forth provisions in
the operating agreement governing decision making
procedures.
19
Dissociation of an LLC
• Events triggering Dissociation: voluntary
withdrawal, expulsion by other members or court
order, bankruptcy, incompetence, or death.
– An LLC member has the power, but perhaps not
the right, to dissociate at any time.
– Effects of Dissociation.
• Dissolution
– Remaining members can opt to dissolve and wind
up or continue the LLC.
20
Franchises
Any arrangement in which the owner
of a trademark, trade name, or
copyright licenses another to use that
trademark, trade name, or copyright,
under specified conditions or
limitations, in the selling of goods and
services.
21
Types of Franchises
Distributorship
(e.g. automobile
dealerships)
Chain-style operations
(e.g. fast-food chains)
Manufacturing/processing
plant arrangement
(e.g. soft-drink bottling
companies, such as
Coca-Cola)
22
Laws Governing Franchising
• Franchises are governed by contract law,
occasionally by agency law, and by federal
and state statuary and regulatory laws.
The Franchise Rule:
• Federal Trade Commission has
regulations that require disclosure of
material facts so that a franchisee can
make an informed decision concerning the
purchase of the franchise.
23
The Franchise Contract
• Ordinarily requires the franchisee
(purchaser) to pay a price for the franchise
license.
• Specifies the territory to be served by the
franchisee’s firm.
• May require the franchisee to purchase
certain supplies from the franchisor at an
established price.
24
The Franchise Contract
• May require the franchisee to abide by certain
standards of quality relating to the product or
service offered but cannot set retail resale prices.
Industry-Specific Standards:
• Usually provides for the date and/or conditions of
termination of the franchise arrangement. But
federal and state statutes attempt to protect
certain franchisees from franchisors who unfairly
or arbitrarily terminate franchisees.
25
Termination of the Franchise
• Duration is determined by parties and
contract.
• Usually termination is “for cause” such as
the death or disability of franchisee,
insolvency, etc.
• The franchise contract may grant
franchisee the opportunity to “cure” an
ordinary breach within a period of time to
prevent termination.
26
Termination of the Franchise
• Wrongful Termination
– Generally provisions are more favorable to franchisor
because he owns the trademark.
– But federal and state laws do protect franchisees.
Both statutory law and case law emphasize the
importance of good faith and fair dealing in
terminating a franchise agreement.
– Case 14.16: Holiday Inn Franchising, Inc v.
Hotel Associates, Inc., 2011: Was Holiday Inn’s
conduct in “bad faith”?
27
Introduction
? The most important federal antidiscrimination laws are:
•
•
•
•
Title VII of the Civil Rights Act of 1964.
The Age Discrimination in Employment Act.
The Equal Pay Act.
The Americans with Disabilities Act.
© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a
license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
1
Title VII of the Civil
Rights Act of 1964
? Title VII prohibits discrimination in employment on
the basis of race, sex, color, religion, and national
origin. “Sex” now includes pregnancy.
? In addition to prohibiting religious discrimination,
employers must reasonably accommodate an
employee’s …
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